Diageo plc
LEI: 213800ZVIELEA55JMJ32
Result of Annual General Meeting
At the Annual General Meeting of Diageo plc held on Monday, 28 September 2020 (the "AGM"), all resolutions contained in the Notice of Annual General Meeting 2020 (the "Notice") were passed.
The results of the poll held at the AGM are as follows:
|
|
|
VOTES FOR |
% FOR |
VOTES AGAINST |
% AGAINST |
VOTES WITHHELD |
|
1) |
Report and accounts 2020 |
1,761,428,946 |
99.95% |
851,817 |
0.05% |
6,939,503 |
|
2) |
Directors' remuneration report 2020 |
1,715,489,143 |
97.09% |
51,495,925 |
2.91% |
2,299,889 |
|
3) |
Directors' remuneration policy 2020 |
1,644,443,671 |
93.12% |
121,538,951 |
6.88% |
3,321,447 |
|
4) |
Declaration of final dividend |
1,737,638,689 |
98.27% |
30,600,311 |
1.73% |
1,059,957 |
|
5) |
Election of Melissa Bethell as a director |
1,763,078,178 |
99.76% |
4,206,013 |
0.24% |
1,948,795 |
|
6) |
Re-election of Javier Ferrán as a director |
1,760,319,660 |
99.70% |
5,362,671 |
0.30% |
3,538,387 |
|
7) |
Re-election of Susan Kilsby as a director |
1,748,846,919 |
98.95% |
18,492,689 |
1.05% |
1,886,030 |
|
8) |
Re-election of Lady Mendelsohn as a director |
1,762,553,199 |
99.73% |
4,762,375 |
0.27% |
1,905,676 |
|
9) |
Re-election of Ivan Menezes as a director |
1,765,033,066 |
99.87% |
2,298,658 |
0.13% |
1,886,310 |
|
10) |
Re-election of Kathryn Mikells as a director |
1,760,230,864 |
99.60% |
7,095,914 |
0.40% |
1,882,524 |
|
11) |
Re-election of Alan Stewart as a director |
1,762,095,862 |
99.71% |
5,125,124 |
0.29% |
1,930,460 |
|
12) |
Re-appointment of auditor |
1,766,361,524 |
99.90% |
1,817,726 |
0.10% |
1,094,828 |
|
13) |
Remuneration of auditor |
1,764,413,632 |
99.80% |
3,622,515 |
0.20% |
1,237,662 |
|
14) |
Authority to make political donations and/or to incur political expenditure |
1,724,952,557 |
97.58% |
42,771,686 |
2.42% |
1,614,851 |
|
15) |
Authority to allot shares |
1,713,128,219 |
97.36% |
46,468,443 |
2.64% |
9,711,955 |
|
16) |
Amendment of the Diageo 2001 Share Incentive Plan |
1,758,314,080 |
99.58% |
7,498,306 |
0.42% |
2,520,576 |
|
17) |
Adoption of the Diageo 2020 Sharesave Plan |
1,759,270,830 |
99.62% |
6,759,004 |
0.38% |
2,299,360 |
|
18) |
Adoption of the Diageo Deferred Bonus Share Plan |
1,757,720,847 |
99.55% |
8,028,911 |
0.45% |
2,486,808 |
|
19) |
Authority to establish international share plans |
1,758,872,532 |
99.59% |
7,174,992 |
0.41% |
2,260,706 |
|
20) |
Disapplication of pre-emption rights |
1,744,197,765 |
99.22% |
13,771,848 |
0.78% |
10,301,221 |
|
21) |
Authority to purchase own ordinary shares |
1,739,631,441 |
98.51% |
26,287,153 |
1.49% |
2,369,429 |
|
22) |
Reduced notice of general meeting other than an AGM |
1,601,283,588 |
90.67% |
164,736,228 |
9.33% |
2,263,861 |
|
23) |
Approval and adoption of new articles of association |
1,731,338,506 |
98.38% |
28,587,555 |
1.62% |
8,337,796 |
|
24) |
2019 Share buy-backs and employee benefit and share ownership trust transactions |
1,754,592,351 |
99.81% |
3,395,509 |
0.19% |
9,007,049 |
On 24 September 2020, there were 2,338,688,872 ordinary shares (excluding treasury shares) in issue.
In accordance with Listing Rule 9.6.2R, copies of the resolutions passed as special business at the AGM have been submitted to the National Storage Mechanism and will shortly be available for inspection at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
Information required by LR 11.1.10R
Capitalised terms not defined in this announcement have the meaning given to them in the Notice.
Following the close of the AGM and the approval of Resolution 24, the Company has entered into the Directors' Deed of Release, pursuant to which it has waived and released any rights of the Company to make claims against its directors (whether past or present) in respect of certain purchases of its own shares and certain transactions related to the Company's employee share schemes entered into with or for the benefit of the Company's employee benefit and share ownership trusts during the period from 10 May 2019 to 9 August 2019 (the "Affected Transactions").
All of the current members of the Board (with the exception of Melissa Bethell who was not on the Board in the period during which the Affected Transactions were undertaken) and Debra Crew, Lord Mervyn Davies of Abersoch and Ho KwonPing (as former directors of the Company) are beneficiaries of the waiver.
As noted in the Notice, the entry by the Company into the Directors' Deed of Release constitutes a related party transaction (as defined in the Listing Rules) as each relevant director is a related party (as defined in the Listing Rules) of the Company. The entry by the Company into the Directors' Deed of Release falls within the smaller related party transactions category under Listing Rule 11.1.10R. Therefore, the Company, whilst not required to seek shareholder approval for the transaction under the Listing Rules, is required to obtain written confirmation from a sponsor that the terms of the proposed transaction are fair and reasonable as far as shareholders are concerned. BofA Securities has provided a confirmation in those terms to the Company.
The entry by the Company into the Directors' Deed of Release has no effect on the Company's financial position as the Company has not recorded any right to potentially make claims against the relevant directors and former directors as an asset or contingent asset of the Company.
James Edmunds
Deputy Company Secretary
28 September 2020
Merrill Lynch International ("BofA Securities"), is acting exclusively for Diageo plc in connection with the related party transaction set out in the Notice of Annual General Meeting 2020 dated 21 August 2020 and for no one else and will not be responsible to anyone other than Diageo plc for providing the protections afforded to its clients or for providing advice in relation to the Transaction.
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